Addendum To
MASTER SERVICE AGREEMENT
Project-Specific Agreement
THIS PROJECT SPECIFIC AGREEMENT (this “PSA”) is an addendum to the Master Service
Agreement which your organization agreed to on ________________, an agreement by and between
North Sound Accountable Community of Health, a Washington non-profit corporation (“ACH”), and
(“Participant”). ACH and Participant will collectively be referred to in
this PSA as the “Parties”.
ACH and Washington State Health Care Authority entered into a Contract for Accountable Community of
Health, HCA Contract Number: K2297, dated June 27, 2017 (the “Contract”). Pursuant to the Contract,
ACH is providing technical support and financial payments to participants that establish and implement
plans to transform the health care delivery system consistent with the purpose established in the Contract.
At the time of enrollment, Participant was required to enter into a Master Service Agreement with ACH
(the “MSA”).
This addendum is a Project-Specific Agreement as required under the MSA and is intended to supplement
the MSA.
NOW, THEREFORE, in consideration of the mutual promises contained in this PSA and the promises
contained in the MSA the parties agree as follows:
1. Project. The project and the specific terms of the project (including but not limited to milestone
and performance metrics for the project) are fully described on the attached Exhibit “A” (the “Scope
of Work”). The Scope of Work is incorporated by this reference and is a part of this PSA.
2. Payment. There is no guarantee of payment to Participant by the ACH. Payments are earned by
reporting progress toward agreed upon milestones, strategies and tactics as laid out in Exhibit A.
Earned payments will be issued at least twice each year, with distribution determined by progress
achieved.
3. Reporting. Reporting will be requested by the ACH and completed by the Participant via a North
Sound ACH reporting portal. As part of gathering qualitative data from Participants, site visits will be
conducted by the ACH on at least an annual basis. Participant shall be notified of meeting dates,
agendas and any requested materials beforehand.
4. Term. The term of this agreement is from January 1, 2019 through December 31, 2021.
5. Contract Compliance. Participant acknowledges receipt of the Contract and understand the terms
and requirements included in the Contract. All action or inaction of Participant shall not cause ACH
to be in violation or breach of the Contract.
6. Insurance. During the term of this PSA, Participant must maintain comprehensive general
liability insurance, workers compensation coverage, and errors and omissions coverage in the
amounts described as follows:
6.1. General Liability Insurance Policy - Provide a General Liability Insurance Policy,
including contractual liability, in adequate quantity to protect against legal liability arising
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6.2.
6.3.
6.4.
6.5.
out of contract activity but no less than $1 million per occurrence/$2 million general
aggregate. Additionally, Participant is responsible for ensuring that any Subcontractors
provide adequate insurance coverage for the activities arising out of subcontracts.
Professional Liability Errors and Omissions – Provide a policy with coverage of not less
than $1 million per claim/$2 million general aggregate.
Industrial Insurance Coverage or Worker’s Compensation Coverage - Provide or purchase
industrial insurance coverage for the Participant’s employees, as may be required of an
“employer” as defined in Title 51 RCW, and must maintain full compliance with Title 51
RCW during the course of this PSA.
The insurance required must be issued by an insurance company/ies authorized to do
business within the state of Washington. All policies must be primary to any other valid
and collectable insurance. In the event of cancellation, non-renewal, revocation or other
termination of any insurance coverage required by this PSA, Participant must provide
written notice of such to ACH within one (1) Business Day of Participant’s receipt of
such notice. Failure to buy and maintain the required insurance may, at ACH’s sole
option, result in this Contract’s termination.
Upon request, Participant must submit to ACH a certificate of insurance that outlines the
coverage and limits defined in this section. If a certificate of insurance is requested,
Participant must submit renewal certificates as appropriate during the term of the PSA.
7. Termination. In the event of breach of this PSA, ACH may elect, in the sole and unrestricted
discretion of ACH, without further notice to terminate this PSA. Termination of this PSA is not
necessarily a termination of the MSA. The MSA must be terminated pursuant to the terms of the
MSA. In the event of termination of the MSA, this PSA shall be deemed simultaneously terminated.
8. Breach/Remedies. Failure to perform the Project Plan or any other obligations included in this
PSA shall be a breach of this PSA. A breach of this Agreement shall be a breach under the MSA and
a breach under the MSA shall be a breach under this Agreement. In the event of breach of the MSA or
this PSA, and the parties are unable to resolve the dispute according to Article V of the MSA, the
non- breaching party may seek damages as its sole remedy.
9. Modification of Terms. Except as modified in this PSA all other terms of the MSA shall remain
in full force and effect. In the event of a conflict in the terms of this PSA and the MSA the terms of
this PSA shall apply.
10. Signatures:
Participant Signature
Printed Name and Title
Date Signed
ACH Signature
Printed Name and Title
Date Signed
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